k  •• 


Y»    k:' 


t 


D;i..L;j 


vj::i: 


i'^'  5 


\M^ 


1'Tj\:    ^.  OTK: 


r.  co:::Lir?. 


J   ;/i. 


1'  :3. 


l± 


BY-LAWS 


Cljirago  aitir  lUxli  |slaiiir 


MIL  ROAD  COMPANY. 


ADOPTED     JUNE     9th,     1858. 


NEW  YORK: 
BEXJAMIX  F.  CORLIES,  STATIOXER  AXD  PRIXTER, 

No.    3  1    NASSAU    STREET. 
1858. 


BY-LAWS 


Cljicago  ^  llflck  Island  Eail  |Uat(  Cs. 


Adopted  June  9th,  1858. 


ARTICLE  I. 

Meetings  of  Stockholders. 

The  Annual  Meetings  of  Stockholders  and  the  election 
of  Directors  shall  be  held  on  the  Friday  after  the  first 
Monday  in  June,  at  such  place  in  the  State  of  Illinois  as 
the  President  or  Board  of  Directors  may  appoint. 

Notice  of  the  time  and  place  of  meeting  shall  be  signed 
by  the  President  and  Secretary,  and  published  in  the  state 
paper,  and  in  each  of  the  counties  on  the  line  of  the  road, 
where  a  newspaper  is  published,  and  in  the  City  of  Xew 


York,  at  least  thirty  days  previously;  and  all  special  meet- 
ings shall  be  convened  on  like  notice.   • 

Special  Meetings  shall  be  convened  by  order  of  the 
Board  of  Directors,  and  whenever  Stockholders  owning  one- 
fourth  part  of  all  the  capital  stock  shall  apply  therefor,  in 
writing,  and  the  application  be  directed  and  delivered  to 
the  President  and  Secretary. 

The  business  of  Special  Meetings  shall  be  confined  to  the 
objects  specified  in  the  notice. 

At  all  meetings.  Stockholders  may  vote  in  person,  or  by 
agent  or  proxy,  and  shall  have  one  vote  for  each  and  every 
share  of  stock  standing  in  their  names. 

ARTICLE  II. 

Election  of  Directors. 

Directors  shall  be  chosen  from  among  the  Stockholders 
of  the  Company,  and  their  election  shall  be  by  ballot. 

At  all  elections  of  Directors,  the  Board  of  Directors 
shall  be  judges  of  the  qualifications  of  voters;  shall  pre- 
scribe rules  and  regulations  for  voting,  and  cause  the  result 
of  the  election  to  be  entered  in  full  on  their  minutes. 
The  Board  may  commit  its  powers  in  this  matter  to  a 
committee  of  its  own  members. 

The  election  shall  be  held  on  the  day  designated  for  that 
purpose,  unless  prevented  by  accident,  in  which  case  the 
Board  shall  designate  another  day  for  the  election. 


5 
ARTICLE  III. 

••    .  Officers  of  the  Company. 

The  oiriccrs  of  this  Coi!i})any  shall  consist  of  a  President, 
Secretary,  Treasurer,  auei  an  Executive  Committee  of  five 
members,  of  which  the  President  shall  be  one;  a  A^ice 
President  also,  may  at  any  time  bo  appointed.  The  Presi- 
dent and  Executive  Committee  shall  be  chosen  from  the 
members  of  the  Board. 

ARTICLE  IV. 

Board  of  Directors. 

The  Board  of  Directors,  at  their  first  meeting  after 
every  annual  election,  shall  elect,  by  ballot,  the  President, 
Secretary  and  Treasurer ;  and  also  the  Vice  President, 
when  they  shall  determine  to  have  such  an  officer;  and 
such  officers  shall  hold  their  offices  during  the  pleasure  of 
the  Board. 

They  may  also  appoint  a  Superintendent,  Engineers, 
Agents,  and  such  other  officers  as  they  may  judge  proper, 
and  prescribe  their  salaries;  fill  vacancies  in  their  own 
body  from  among  the  Stockholders,  each  by  ballot;  an 
Executive  Committee  of  five  members  from  their  own 
bod}^  to  which  the}-  may  delegate  power  to  do  any  and 
all  acts  which  they  themselves  are  authorized  to  do,  except 
such  acts  as  by  Law,  or  the  By  Laws,  must  be  done  by  the 
Board  itself.  In  the  absence  of  the  President,  appoint  a 
Chairman  pro  tempore;  during  a  prolonged  absence  or  ina- 


6 

bility  of  the  President  or  other  officers,  appomt  substitutes 
pro  tempore;  and  on  the  death  or  resignation  of  the  presi- 
dent or  other  officer,  they  shall  fill  the  vacancy. 

A  majority  of  the  Directors  shall  be  required  to  consti- 
tute a  quorum  for  the  transaction  of  business;  but  less 
than  a  quorum  may  adjourn  from  time  to  time. 

By  this  Board  of  Directors,  elected  as  provided  in  Art. 
II,  the  whole  affairs  of  the  Company  shall  be  managed 
and  directed.  , 

ARTICLE  V. 

President. 

The  President  shall  preside  at  all  meetings  of  the  Stock- 
holders or  Directors,  if  present  ;  he  shall  have  a  general 
care,  supervision  and  direction  of  the  affairs  of  the  Com- 
pany and  of  the  Employees,  under  the  direction  of  the 
Board  of  Directors  ;  and  shall  have  such  powers,  and  per- 
form such  .duties,  as  may  from  time  to  time  be  conferred 
upon  him,  or  be  prescribed  by  the  Board  of  Directors  ;  he 
shall  cause  to  be  transmitted  to  the  Secretary  monthly 
statements  of  expenses  and  receipts  that  accrue  in  the 
operations  of  the  road;  he  shall  have  power  to  call  meet- 
ings of  the  Board  from  time  to  time  when  he  shall  think 
proper  ;  but  it  shall  be  his  duty  to  call  them  when  re- 
quested by  any  two  Directors,  in  writing ;  he  shall  sign  aU 
certificates  of  stock,  and  is  hereby  authorized  to  sign  them 
in  blank,  and  leave  them  in  sufficient  numbers  with  the 
Secretary. 


7 
ARTICLE    VI. 

Secretary. 

It  shall  bo  the  duty  of  the  Secretary  to  notify  all  meet- 
ings of  the  Board  of  Directors  or  Executive  Committee, 
when  required  by  the  President,  or  when  required  by  any 
two  Directors,  in  writing  ;  to  attend  such  meetings  when 
practicable  ;  keep  true  records  of  the  proceedings  ;  attest 
such  recoi'ds  after  every  meeting  by  his  signature  ;  safely 
keep  all  doiuments  and  papers  which  sh[M  come  into  his 
possession ;  account  for  all  moneys,  funds  and  property  of 
the  Company  which  may  come  into  his  hands,  either  as 
Secretar)'  or  for  the  Treasurer  ;  deposit  the  moneys  or  ne- 
gotiable bills  so  received,  immediately  in  the  bank  where 
the  Compan3^'s  accounts  are  kept,  to  the  credit  of  the  Com- 
pany ;  countersign  the  Treasurer's  drafts  on  the  bank  for 
the  withdrawal  of  the  moneys  so  deposited  in  tlie  New 
York  banks:  and  truly  keep  the  books  and  accounts  of  the 
Company  appertaining  to  his  office,  so  as  at  all  times  to 
show  the  real  condition  of  the  Company's  affairs  ;  and  shall 
present  statements  thereof  when  required  by  the  Board  ; 
he  shall  keep  books  upon  which  transfers  of  Stock  may  be 
made  by  any  Stockholder,  or  his  attorney  duly  constituted 
in  writing;  also  a  Stock  Ledger  and  Certificate  Book;  issue 
new  certificates  upon  the  transfer  of  shares  and  surrender 
of  the  old  certificates,  and  keep  a  register  of  all  certificates 
so  issued. 

A  book  or  books  of  certificates  shall  be  prepared,  which 
the  President  will  sign  in  blank  and  leave  with  him,  and 


which,  when  properly  filled  in,  he  is,  while  acting  as  Regis- 
ter, to  countersign  and  register  before  presenting  them  to 
the  Treasurer  for  his  signature. 

The  Transfer  Books  shall  be  closed  for  thirty  days  prior 
to  the  annual  election;  and  on  the  day  of  election  he  shall 
furnish,  for  the  use  of  the  Inspectors,  an  alphabetical  list 
of  the  names  of  all  the  Stockholders  holding  stock  after  the 
books  shall  have  been  so  closed. 


He  shall  keep^  the  common  seal  of  the  Company,  which 
bears  the  words — "Chicago  and  Rock  Island  Rail  Road 
Company" — and  which  he  shall  only  use  for  the  authenti- 
cation of  such  certificates,  contracts  and  other  papers  as 
require  the  same  to  give  them  validity. 

ARTICLE  YII. 

Treasurer. 

It  shall  be  the  duty  of  the  Treasurer  to  keep  and  account 
for  all  moneys,  funds  and  property  of  the  Company,  which 
shall  come  into  his  hands;  the  money,  when  bankable,  to 
be  deposited  in  bank  as  soon  as  received  by  him;  and  shall 
render  such  accounts,  and  present  such  statements  to  the 
Directors  and  Executive  Committee,  as  may  be  required 
of  him. 

Disbursements  shall  only  be  made  by  him  under  resolu- 
tions of  the  Board  of  Directors,  or  of  the  Executive  Com- 
mittee. 

He  shall  sign  Certificates  of  Stock,  when  presented  ta 


9 

liim,  after  they  shall  have  been  signed   by  the  President 
and  countersigned  by  the  Register. 

He  shall  sign  checks  on  bank  for  authorized  disburse- 
ments, and  shall  give  instructions  to  the  bank  to  pay  his 
checks  onl}^  when  countersigned  by  the  Secretary  or  by 
one  of  the  Directors,  so  that  two  names  shall  be  requisite 
to  draw  money  from  the  bank. 

He  shall  liold  his  office  until  his  successor  shall  have 
been  appointed  and  accepted. 

ARTICLE  YIII. 

Executive   Committee. 

The  Executive  Committee  shall  possess  and  exercise,  by 
a  majority  of  all  its  members,  all  the  powers  and  duties  of 
the  Board  of  Directors,  but  only  when  the  Board  shall  not 
be  in  session. 

They  shall  keep  a  record  of  all  their  proceedings,  which 
shall  be  certified  by  the  Secretary  of  the  Committee,  under 
his  hand,  which  record  shall  be  read  at  the  next  ensuing 
meeting  of  the  Board  of  Directors. 

The  Secretary  of  the  Company  shall  call  meetings  of  this 
Committee,  on  the  requisition  of  the  President  of  the 
Board,  or  Chairman  of  the  Committee,  or  of  any  one  of 
its  members. 


10 
ARTICLE  IX. 

Alterations  of  By-Laws. 

These  By-Laws  may  be  altered  and  amended  at  any 
meeting  of  the  Board  of  Directors,  by  a  vote  of  a  majority 
of  all  the  members. 


